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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_________________________________
FORM 8-K
_________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 5, 2026
_________________________________
Cencora, Inc.
(Exact name of registrant as specified in its charter)
_________________________________
Commission File Number: 1-16671
| | | | | | | | | | | | | | |
| Delaware | | 23-3079390 |
| (State or other jurisdiction of | | (I.R.S. Employer |
| incorporation or organization) | | Identification No.) |
| | | | |
| 1 West First Avenue | Conshohocken | PA | | 19428-1800 |
| (Address of principal executive offices) | | (Zip Code) |
(610) 727-7000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
| Common stock | COR | New York Stock Exchange | (NYSE) |
| 2.875% Senior Notes due 2028 | COR28 | New York Stock Exchange | (NYSE) |
| 3.625% Senior Notes due 2032 | COR32 | New York Stock Exchange | (NYSE) |
_________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a)Cencora, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”) on March 5, 2026.
(b)Each of the three items listed below was submitted to a vote of the Company’s shareholders at the Annual Meeting and is described in more detail in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on January 22, 2026 (the “Proxy Statement”). The final voting results are set forth below.
Item 1 - Election of Eleven Directors.
Each of the individuals listed below was elected by the Company’s shareholders to serve as a director of the Company. The voting results were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
Nominees | For |
| Against |
| Abstentions |
| Broker Non-Votes |
Werner Baumann | 166,071,108 |
| 2,533,763 |
| 97,140 |
| 9,738,568 |
Frank K. Clyburn | 168,512,239 |
| 93,528 |
| 96,244 |
| 9,738,568 |
Ellen G. Cooper | 168,424,051 |
| 178,990 |
| 98,970 |
| 9,738,568 |
D. Mark Durcan | 167,492,439 |
| 1,113,026 |
| 96,546 |
| 9,738,568 |
Lon R. Greenberg | 163,320,934 |
| 5,280,893 |
| 100,184 |
| 9,738,568 |
Lorence H. Kim, M.D. | 166,821,089 |
| 1,781,311 |
| 99,611 |
| 9,738,568 |
Robert P. Mauch | 168,499,278 |
| 96,062 |
| 106,671 |
| 9,738,568 |
Redonda G. Miller, M.D. | 166,926,934 |
| 1,578,834 |
| 196,243 |
| 9,738,568 |
Dennis M. Nally | 165,985,175 |
| 2,619,689 |
| 97,147 |
| 9,738,568 |
Lori J. Ryerkerk | 168,493,212 |
| 68,254 |
| 140,545 |
| 9,738,568 |
Lauren M. Tyler | 166,921,441 |
| 1,589,951 |
| 190,619 |
| 9,738,568 |
Item 2 - Advisory Vote to Approve the Fiscal 2025 Compensation of the Company’s Named Executive Officers.
The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended September 30, 2025. The voting results were as follows:
| | | | | | | | | | | |
| For | Against | Abstentions | Broker Non-Votes |
| 156,852,214 | 11,422,390 | 427,407 | 9,738,568 |
Item 3 - Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal 2026.
The Company’s shareholders approved the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026. The voting results were as follows:
| | | | | | | | | | | |
| For | Against | Abstentions | Broker Non-Votes |
| 165,700,999 | 12,622,687 | 116,893 | N/A |
No item, other than the three items addressed above and described in the Proxy Statement, was submitted at the Annual Meeting for shareholder action.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | |
| | Cencora, Inc. |
| | | |
| Date: | March 6, 2026 | By: | /s/ Elizabeth S. Campbell |
| | Name: | Elizabeth S. Campbell |
| | Title: | Executive Vice President & Chief Legal Officer |